Pre-Annual General Meeting Information • Apr 29, 2020
Pre-Annual General Meeting Information
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The annual general meeting of Gentian Diagnostics AS, reg. no 983 860 516 (the "Company"), is held at the Company's offices in:
Due to the COVID 19 pandemic, the board encourages shareholders to not physically attend the general meeting. Instead, shareholders are encouraged to authorize the chairperson of the board to vote on their behalf or use the enclosed proxy form. By using a proxy with voting instructions, the shareholders will vote on the specific issues without personal attendance.
Physical attendance increases the risk of infection spreading. Gentian Diagnostics AS wants to contribute to reducing the spread of COVID 19 and we hope our shareholders will support this by not physically attending the general meeting.
The general meeting will be opened by the chairperson of the board, Tomas Settevik, or a person authorised by him, who will make a record of attending shareholders.
The board of directors proposes the following agenda:
The board of directors proposes that the annual financial statements for the Company and the consolidated statements for the Company and its subsidiaries (the group) for the financial year 2019 are approved. The board does not propose any dividend to be distributed for the financial year 2019.
The annual financial statements for the Company and the group is included in the Company's annual report, which is made available at the Company's website www.gentian.com.
The board of directors has prepared a statement on remuneration to executive management in the group, enclosed as Appendix 3 hereto. An account of the statement will be given at the annual general meeting. The statement will not be put to a vote.
The Company's nomination committee proposes that the annual general meeting resolves to grant the board of directors with the following remuneration for the period between the annual general meeting in 2020 and the annual general meeting in 2021:
The Company's nomination committee proposes that the annual general meeting resolves to elect the following members to the board of directors:
Further information is included in the nomination committee's proposal, which is made available at the Company's website www.gentian.com.
The Company's nomination committee proposes that the annual general meeting resolves to re-elect the following members of the nomination committee until the annual general meeting in 2021:
Further information is included in the nomination committee's proposal, which is made available at the Company's website www.gentian.com.
The board of directors proposes that the annual general meeting approves that the remuneration to the Company's auditor for the financial year 2019, BDO AS, is approved as invoiced.
The Company wish to have the opportunity to carry out a share purchase program in which all employees in the Company and its subsidiaries are given the opportunity to subscribe for new shares in the Company with customary discounts and terms for such program. The purpose of the share purchase program is to create incentives for the employees to contribute to value creation in the Company, which is to the benefit of both the Company and the shareholders.
It is contemplated that a program will comprise of approximately 12,000 -15,000 new shares in the Company. In order to ensure flexibility with regards to timing of the share program and without calling for an extraordinary general meeting for approval, the board of directors proposes that the annual general meeting grants the board with an authorisation to issue shares in the connection with a share purchase program for employees on terms further stipulated by the board. In order to carry out a share purchase program by issuance of new shares directed only to employees, it is necessary to deviate from existing shareholders' preferential rights.
On this background, the board of directors proposes that the general meeting makes the following resolution:
The board of directors proposes that the annual general meeting grants the board of directors with an authorisation to increase the Company's share capital by issuance of new shares. The purpose of the authorisation is to provide the board of directors with a flexibility and the option to act promptly when this is considered favorable to the Company. It is proposed that the authorisation can be utilized for strengthening the Company's equity and to issue new shares as consideration in business acquisitions.
The board of directors proposes that the authorisation is limited to 10% of the share capital. In order to fulfil the purpose of the authorisation, it is suggested that the board of directors may deviate from existing shareholders' preferential rights to new shares.
On this background, the board of directors proposes that the general meeting makes the following resolution:
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Shareholders are entitled to attend the general meeting, either in person or by proxy of their own choosing, and to vote for shares the shareholder is listed with in the VPS. Shareholders are urged to submit a registration form per mail to Gentian Diagnostics AS, PO Box 733, 1509 Moss, or by e-mail [email protected]. Shareholders wishing to be represented and to vote by proxy at the general meeting may submit a proxy authorisation to Gentian Diagnostics AS, PO Box 733, 1509 Moss, or by e-mail [email protected]. Shareholders may appoint proxies with voting instructions. The proxy authorisation form may also be brought to the general meeting. The registration and proxy authorisation forms are enclosed with this notice as Appendix 1 and Appendix 2, respectively.
Each share in the Company carries one vote at the general meeting and all shares have equal rights. At the date of this notice, the Company has 15,402,718 shares, each with a nominal value of NOK 0.10. The Company does not own any shares in the Company.
Shareholders may suggest resolutions for the items on the agenda and may ask the board members and the general manager to provide the necessary information on matters that may affect the evaluation of the items that have been presented to the shareholders for decision, the financial position of the Company and other items up for consideration by the general meeting. This does not apply if the information required cannot be provided without disproportionate harm to the Company, cf. Section 5-15 of the Norwegian Limited Liability Companies Act.
In accordance with the current section 8 of the Company's articles of association, the Company's annual report for 2019 (including the annual financial statements for the company and the group and the auditors' statement) and the proposal from the nomination committee have been made available at the Company's website www.gentian.com and, thus, is not distributed to shareholders together with the notice. However, shareholders have the right to have such documents sent to them free of charge upon request to the Company.
Questions regarding the notice, document requests or other inquires can be directed to Gentian Diagnostics AS, CFO Njaal Kind, telephone: + 47 919 06 525.
Tomas Settevik Chairperson
Notice that you will attend the annual general meeting on 14 May 2020 may be given with this registration form. The registration is completed by sending the registration form to Gentian Diagnostics AS, PO Box 733, NO-1509 Moss, or by e-mail: [email protected]. Written proxy may be brought at the general meeting in the event that you are not able to attend in person.
I, the undersigned, will attend the annual general meeting of Gentian Diagnostics AS on 14 May 2020 and vote on behalf of:
______________________________________________
Shareholder's name and address: ______________________________________________ (please use capital letters)
___________ _________________ _________________________
Date place shareholder's signature
If you are unable to attend the annual general meeting on 14 May 2020, you can authorise someone to meet and vote on your behalf by sending this proxy authorisation to Gentian Diagnostics AS, PO Box 733, NO -1509 Moss, or by e-mail: [email protected].
The undersigned shareholder of Gentian Diagnostics AS hereby authorises:
□ Chairperson of the board of directors or the one he designates
____________________________________
□
Name of proxy-holder
to attend and vote on my behalf at the annual general meeting 14 May 2020. If this proxy authorisation is submitted without naming the proxy-holder, the proxy shall be deemed given to the chairperson of the board of directors or the one he designates.
The voting shall be conducted in accordance with the instructions below. If the boxes are not ticked, this will be interpreted as an instruction to vote in "favour" of the proposal in the notice. In the event of proposals that replace or supplement the proposals in the notice, the proxy-holder will decide how to vote.
| Item: | For | Against | Abstain | Proxy-holder determines |
|---|---|---|---|---|
| 3. Approval of the notice and the agenda | □ | □ | □ | □ |
| 4. Approval of the financial statements | □ | □ | □ | □ |
| 6. Determination of remuneration to the board members | □ | □ | □ | □ |
| 7. Election board members | ||||
| Tomas Settevik |
□ | □ | □ | □ |
| Ingrid Teigland Akay |
□ | □ | □ | □ |
| Espen Tidemann Jørgensen |
□ | □ | □ | □ |
| Kari E Krogstad |
□ | □ | □ | □ |
| Susanne Stuffers |
□ | □ | □ | □ |
| Runar Vatne |
□ | □ | □ | □ |
| Tomas Kramar |
□ | □ | □ | □ |
| 8. Election nomination committee | ||||
| Andreas Berdal Lorentzen |
□ | □ | □ | □ |
| Haakon Sæter |
□ | □ | □ | □ |
| Fredrik Thoresen |
□ | □ | □ | □ |
| Erling Sundrehagen |
□ | □ | □ | □ |
| 9. Approval of remuneration to the auditor | □ | □ | □ | □ |
| 10. Board authorisation share capital increase – employee share purchase program |
□ | □ | □ | □ |
| 11. Board authorisation share capital increase | □ | □ | □ | □ |
| Shareholder's name and address: | __________ |
|---|---|
| (please use capital letters) |
date place shareholder's signature
If the shareholder is a company, a certificate of registration and/or an authorization evidencing the right to sign must be enclosed with the proxy.
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The board of Gentian Diagnostics AS has prepared a statement of guidelines for determining salary and other remuneration to key personnel applicable for the financial year 2020.
The remuneration scheme for key personnel includes a base salary as well as standard pension and insurance schemes. In addition to the base salary, key personnel can receive other variable salaries that are suitable to motivate, retain and reward individuals. Variable salary consists of bonus arrangements and share-based incentives. The Company resolved a share-based option program for key personnel on 14 May 2018.
Main principles regarding remuneration to key personnel:
The remuneration consists of the following elements:
Key personnel shall be offered base salary at a level that considered competitive and is comparable to similar positions and companies.
The criteria for bonus payment shall be defined in relation to overall and personal goals. Annual bonuses shall amount to a maximum of 30% of base salary. Bonus payment is only triggered if the Company as a whole achieves approved EBITDA targets.
The Company has launched a performance based share option program for key personnel, as further described below.
The long-term incentives of Gentian («LTI») consist of a share price-related option program for key personnel. Under the share option program, options may be allocated to the key personnel. The options entitle the option holder to purchase a defined number of shares to a pre-defined value after a specific period. The Company may decide settlement in cash. Settlement in shares is conditional upon an authorisation from the general meeting for a share issue. The exercise will normally lead to a gain. Compensation related to LTI are structured with limitations in order to ensure superior objectives.
The board will determine the detailed criteria of the share option program and agreements.
The board and the compensation committee will ensure that the grant and management of the share option program are in accordance with the intentions and guidelines.
Key employees at selected levels of positions where the goal is a long-term connection of key resources:
The rights of the scheme are valid only as long as the resource is employed in the Company. The scheme is independent of position and is not automatically repetitive.
Annual allocation of options is to be resolved by the board of the Company in order to optimize the effect of the allocation(s). The total number of outstanding options cannot exceed 5.0% of the outstanding shares of the Company.
The option shall have a pre-defined "strike price". The strike price shall be adjusted for dividends and other relevant share capital ratios (eg issues).
Vesting period over three years, with 1/3 of the options vesting by the end of each year, as follows:
The above will apply to all individual grants
Each employee will be encouraged to use part of the gain to buy shares in the Company.
On 14 May 2018, the board of directors of Gentian Diagnostics AS resolved to launch a share option program under which key personnel can be granted options in Gentian on the terms and conditions applicable under the program.
Under the share option program, a total of up to 770,136 options may be granted to key personnel. The options will be granted without consideration. The strike price will be set at a fair market price at the time of the grant. Each option, when exercised, will give the right to acquire one share in the Company, however, the Company may resolve settlement in cash. Settlement in shares is subject to seeking an authorisation from the general meeting for a share issue and/or share buy-back. Pursuant to the vesting schedule, 1/3 of the options will vest 24 months after the day of grant, 1/3 will vest 36 months after the day of grant and 1/3 will vest 48 months (as long as the option holder is still employed). If all share options under the option program would be granted, the total number of outstanding options in Gentian would be 770,136.
As of the date of this statement, a total of 454,916 options have been granted under the share option program.
The Company has established a new long-term share saving program for Gentian's employees, in order to motivate the employees to invest in the Company's shares and to own shares, and thus align the interests and commitment of the employees and management to work for a positive development of the value of the Company. The shares in the program are offered at a 20 percent discount, with a maximum discount of NOK 3,000.
The remuneration of key personnel during the financial year 2019 has been in accordance with the board's statement of guidelines as presented to the annual general meeting in 2019.
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